SPIDERMAN:WEB OF TIME
by Venomous059
Summary: Walker Sloan, a scientist from the year 2099, sends Miguel O'Hara, also known as the Spider-Man of 2099 to the Heroic Age, where the original Spider-Man cureently lives. But what happens when a symbiote invasion comes back? prequel to EDGE OF TIME.
1. THE BEGINNING OF THE END

**2099:**

**Alchemax:**

Dr. Walker Sloane, a scientist craving for power, was walking through the main halls of Alchemax, he was going to make sure to this day he would get what he always wanted, but he knew he was going to need one thing out of the way, The Spider-Man of the Heroic Age and the Spider-Man of 2099. He had black hair, he was Caucasian, and was wearing a white buttoned up lab coat with black pants.

He went onto an elevator all the way towards the bottom of the building, which took about ten minutes or less. When he stepped out, he walked in an underground tunnel which no one who worked there barely knew of.

When he stopped walking, a big door was in front of him, which no one could open except him. It took him a minute or so to dial in all of the buttons, but when he did, the door was unlocked in a second.

When he got inside of the room, he walked over to a main control panel and pressed a button, which made this large big portal turn on automatically.

He knew that no one couldn't hear anything in this room, since the face it was sound proof, so he went to the side of the portal and said, "Venom, you may come out now."

A man with the venom suit came out, but this wasn't Eddie Brock, Mac Gargan or Flash Thompson, instead it was Kron Stone, the once again Venom of 2099 and the former Scorpion of 2099.

Venom almost looked the exact same as successors Mac Gargan and Eddie Brock, but was a little different, he had acidic blood and saliva, due to the symbiote mutating over the years. He had a black body with the spider symbol, which was tangled onto his chest, he had a white head, with large orange eyes and dagger shaped teeth. Venom 2099 peeled his mask, to show Kron Stone's face, he still had his sharp teeth and his hair wasn't showing due to the face that the symbiote was still on his head, but other then that he had his human face. He turned towards the scientist and said, "Sloane, how did you make me human again? I thought it was impossible."

Sloane tilted his head towards him, he was smirking for a moment, he then said, "Stone, to bad you weren't like your recently passed away father Tyler, he had a lot of potential, he really was a smart person indeed, he had power and wealth too. But he didn't have one thing at all, strength. I'm not saying you don't really have potential, but since he passed away after you murdered him in a recent attack, you've really haven't had much of that anymore, Sloane stopped talking for a moment to take a breath, he then continued a minute later by saying, but like I said, you have strength. The strength of taking down both Spider-men."

Kron was confused for a moment, he looked straight at Sloane confused and said, "What do you mean both Spider-Men. There's only one Spider-Man of today, and that's my jerkass brother Miguel O'Hara."

Sloane stopped for a moment as he was working, he started smiling at Kron. He then was walking back and forward until he said, "So, does this Miguel O'Hara work at Alchemax in the genetics room?"

Kron looked at him confused once again and said, "Why do you ask?"

Sloane looked at him with an aggravated look, he then replied by saying, "Kron, I live here first of all. So I have tabs on everyone here, including your half-brother Miguel."

Kron then smiled as his face was turning back to his alien look, he then screamed, "Let's bring him down here so we can eat his brainzz."

Sloane looked at him for a moment at him for a moment, he then replied by saying, "I'm sorry Kron, but I'm afraid that will not due. You see, if he thinks he'll possibly stop me in my wonderful plan, then he's dead wrong. I want to show the world that no one will mess with me, starting with both Spider-men. And yes Kron, he can eat them both after they've seen true power."

Kron was staring at him, he was happy but also curious. He then said, "What time in the Heroic Age are we going to?"

Sloane was thinking about a time of when he wanted to, he could go during the Secret Wars, The Civil War, The Skrull invasion or anytime in the world.

He then decided he wanted it to take them there where the hero's were currently, before that whole entire Spider-Island thing happened, which was pretty much solved at the end. He then pressed a couple buttons and set the portal to transfer to the Raft, A former maximum security prison that super villains went to.

He knew also that a second portal would automatically pop up somewhere in Neuva York City, which used to be called New York City because of the time machine also followed them where ever he wanted and pleased, so he could go into the any year, decade or any millennium he pleased.

He was the only one who also knew on what his plan on what he was going to do, he studied the history of New York City over the decades, and everyone knew about the terror of the symbiote invasion, which was way before the original Venom gave away the suit to Angelo, the second Venom. He was planning on bringing the terror back to them, but that was the beginning of his plan, he wanted to make the same nice future it was today, except in his control by pretending to destroy the symbiotes, but still having them alive in human form and in his control.

He thought his plan was going to work, but he wanted to destroy each Spider-Man for different reasons, he wanted to kill Peter Parker because he knew that he was an expert at them. Now he wanted to kill O'Hara because he could be a threat to him, since he could prevent him from going back in time.

He then looked at Kron and said, "Come on Stone, we have work to do if we want to rule the world."

Venom 2099 was galloping towards the portal while Sloane was standing there.

He then stared at Kron and said, "You know what your mission is Venom. I want you to break into the Raft, escape with the target and bring him here, while I go capture Miguel."

Venom 2099 turned back for a second and said in a sarcastic tone, "Alright mommy."

He then faded into the portal less than a second.

Sloane was smiling, because now his plan was going into action.

**THE RAFT, THE CURREN**T **DAY:**

Kron Stone aka Venom 2099 immediately appeared in the facility, and then did what he had to do, rampage throughout the place until he found what he was looking for. He tore down everything in his path, including guards and prisoners. One guard tried to run straight at him, only for Kron to grab him and bit his head off quickly. He swiped his claws through the guards and prisoners who came in his way, he grabbed one guard and threw him into a wall, making him get knocked out.

Kron decided he would need to go undercover if he wanted to infiltrate the prison to find what he was looking for. He then shape shifted into an officer and was pretending to patrol the area. He took one of the knocked out guards key's and went on further in the building. He was going everywhere until he finally found on what he was looking for, the man had reddish brown hair, had green eyes and was Caucasian. The man Kron was looking at was confused, he had no idea on what was going on, but for some reason the man was smiling at him.

Kron knew everything he needed to know about this man, he's killed so many people Spider-Man cared for, he's tormented him and always came back to his life a misery. But to Kron, that was one good thing they had in common.

Kron went closer to cell and broke the cell the man was in by sending out symbiotic goo that tore threw the bars, making the man able to get out of his cell.

Once the man stepped out, a whole entire group of S.H.E.I.L.D guards came out of no where, they then pulled their weapons out, the commander of the group then yelled, "What ever you are, your not break Osborn free, he's to dangerous and valuable to us."

Venom 2099 shifted his whole body towards them and sent these symbiote mutated spikes into all of them, making them die immediately. Kron the turned back to Osborn and said, "Well, nice to meet Norman Osborn. Now let's get the hell out of here."

Suddenly as Kron and Norman were about to leave, they suddenly teleported out of no where.

**ALCHEMAX, SAME EXACT TIME:**

Sloane knew Venom 2099 and Norman were teleported, since he put a microchip implanted in Kron's brain, which meant if he didn't listen, he would simply make him do anything under his own will, he also developed this helmet on where he could transfer anyone to where he wanted to in anytime.

Kron and Norman suddenly tumbled out of the gigantic portal, Sloane immediately rushed over to Osborn and said, "Well hello Norman Osborn, you don't know me, but I know so much about. I even admire you a bit."

Norman was looking at him, he then said, "Who the hell are you and where am I?"

Sloane walked up closer to him and said, "My name is Walker Sloane. And I don't know how to say this, but your in the year 2099."

Osborn was surprised by what he heard, he got up from the floor, looked at Sloane and said, "Well, I now know what you are, but what the hell is that monstrosity, it looks like Venom."

Sloane looked at Osborn and said, "You're correct, but since you don't really know much about the future I'll tell you. See over time, a lot of heroes and villains died later in your time's future but way behind the time we're in now. Ever since to this day, Alchemax, the wonderful place of the future, we create the heroes today."

Norman was still confused, he wanted to know something, he said, "Why is Venom like this, why doesn't he still look the same?"

"Well Norman, the Venom symbiote mutated over the decades, including acidic blood and saliva." Sloane replied back.

Norman was then still confused, he was looking around the place, he then turned back to Sloane and said, "What do you need me for?"

Sloane looked at him and then told the exact same thing he was thinking about earlier. Osborn seemed to like the idea and went with it.

Sloane then ordered Venom 2099 to go back in time and kill Spider-Man while Norman Osborn would use the Goblin equipment of the future to capture O'Hara as Spider-Man.

Osborn got dressed into the new goblin armor, which was metallic green and light blue, it was a mixture of Goblin 2099 and the Hobgoblin of Heroic Age.

Osborn had chain mail breast plates and armor on his shoulders and legs too. He had those same elf shoes, which were just green while the arms and legs were blue. The mask had the same exact design as the original green goblin, except the purple on the mask was blue.

The costume also had wings like the Goblin of 2099 too. It had the pouch like the original Green Goblin, with the advanced pumpkins and razor bats, except they followed you like a missile.

Sloane told Norman that O'Hara would be located somewhere in the genetics room upstairs. The New Green Goblin of 2099 smirked, which showed the evil smile, the mask also showed golden eyes too. He went up the elevator that Sloane went down earlier.

As the elevator was zooming up the building, he smashed threw the window of the elevator, making him go into open air.

**MAIN HALLWAY, ON TOP FLOOR:**

Miguel O'Hara aka Spider-Man 2099 was having a meeting upstairs with other people who work in the genetics room, they were deciding on what they had to create next as Alchemax owned hero, they were thinking of trying to recreate Iron Man by using Iron mixed with adamantium and titanium too.

Miguel didn't really go with this entire thing, what he really did was to still work for Alchemax, but destroy all their creations if it was the last thing he could do.

He was pretty much the boss of the genetics room, so he knew how to operate and do mostly everything, but he was always used to be told what to do by the recently deceased Tyler Stone, while all the workers were attending a celebration, Kron Stone who was the Scorpion at the time stung him with his stinger while he was fighting Spider-Man, and it apparently poisoned him, which killed him thirty minutes later.

As Miguel was thinking and not paying attention, he felt something wrong in his gut, he knew all of a sudden something didn't feel right. He knew he never had Spider-sense like the original Spider-Man, but he still knew something wasn't right.

Suddenly out of no where, the front window, which showed a gigantic view of the city crashed open revealing a pumpkin bomb. Miguel thought that it would blow, which would make mostly everyone die, but instead it sprayed out an whitish gray gas, after a couple seconds, everyone was coughing and they could not barely see at all either. He kept on coughing every single two seconds, he was rolling on the floor mostly everywhere. He then heard something smash through the window where the bomb came from. He saw most going of the gas out the window, revealing a goblinish figure who had green metallic on him and light blue, he also had chain mail armor on him too.

The goblin laughed at Miguel and said, "Hello Spider-Man, I'm the Green Goblin."

Miguel was watching his new foe walking in the room staring at him with a bright smile.

Miguel couldn't speak really good but he managed to say what did you do to me?"

The goblin continued smiling at him, he then replied by saying, "haven't you ever heard of knock out gas?"

Miguel was not really shocked at what he was hearing, all he knew at the moment was that he was really tired. Miguel then shut his eyes a minute or so later, he then fell into a deep sleep.

Green Goblin knew that Sloane would be happy about this, so he grabbed O'Hara's body, put him on his shoulder, and went out the window with him. He was flying towards the bottom of the building until he found the elevator and went back to Sloane.

When Norman went into the room and placed Miguel on the floor, he was looking at Sloane, who was very jumpy all of a sudden. Sloane put O'Hara into his Spider-Man costume and then left Osborn to watch him while he would start the portal.

Sloane wanted to see Miguel watch in shock on where Venom 2099 would kill the original Spider-Man, and he told Kron earlier where he wanted to kill spider-Man, at ESU. Where the hero himself was born. He turned the time machine to that place and year in seconds. When he was ready, he told Norman to throw Spider-Man into the portal. Osborn grabbed him by his face, kicked him in the chest, and then right away threw Miguel into the portal.

**TODAY, NEW YORK CITY:**

Kron Stone aka Venom 2099 knew where Spider-Man was, but he wanted to make it more fun by calling him out. He gabbed a car from the street and threw it into a wall, which made it explode, Making people scream. They were running everywhere away from Venom 2099, but everyone who got in his way were killed right away, his acidic saliva burnt people immediately. One person with a gun tried to run straight at him, only for Venom 2099 to tear his arm off, the guy was screaming in pain, trying to tell the monster not to kill him. Venom grabbed his ripped arm from the ground at ate it, a minute later he spat the bone back onto the floor. Kron noticed ever since he returned to human form and once again bonded with the Venom suit, it made him suddenly cannibalistic. He hated eating people so much, but the suit needed it to continue. As he was thinking to himself, he saw the man with one arm trying to get away. Kron was starting to run at him so he could finish him off, only unexpectedly to get kicked in the face, which made him fly head first into the engine of a taxi. A minute after Kron got up, he saw none other then the red and blue hero himself, Spider-Man.

Spider-Man helped the citizen get to safety before turning to his foe, when he went to see him, he said, "Look Venom, "I'm gonna stop you no matter-

Spider-Man stopped talking immediately stopped talking, he realized this wasn't Venom at all, but something else.

Venom was smiling at this, he smiling under his dagger shaped teeth and slimy tongue, he then replied by saying, "Nice try Parker, you were so close but still to shocken far from the apple tree."

Spider-Man ran at Venom 2099, only for Kron to grab him by his foot and smash him into the hood of a car. When Spider-Man stood up on top of the hood, Venom 2099 lunged at him without Spider-Man knowing, resulting with Spider-Man and him crashing into the ground. Once they landed, Spider-Man immediately did uppercut at his face the best he could, making Venom 2099's tooth break, showing acidic blood pour out. A dabble of the acidic blood fell on Spider-Man's mask, making part of it tear open. Spider-Man then grabbed Venom 2099's head and smashed it onto the back of the car several times in a row.

Caption(Spider-Man): Damn this jerk, no one's hurt me this bad since Morlun.

Spider-Man tried to get the Symbiotic man/monster from the future down, only for Kron to get the upper hand and throw him straight in the air, making him crash through an apartment building. While Peter was trying to get up, Kron went into the same room with Peter by jumping in the hole Spider-Man made.

Kron grabbed him, smashed him out of the building and made him fall to the ground. Peter was wondering why this monster was bringing him around the city for a minute. He then realized that they were going closer and closer to ESU by the minute. Spider-Man grabbed Kron by his neck, and was almost close to choking him to death, only for Venom 2099 to make him propel in the air, as Peter was trying to get back on the ground, Kron shot a web around his neck and flung him towards the street.

Peter tried to get up, only for Venom 2099 to kick him into the left side of an car. Peter noticed he was getting the same feeling he had when he died in the battle with Morlun, the skin on his knuckles felt torn, he knew he could barely breath and that his blood pressure was going at it like crazy.

Spider-Man grabbed the car and threw it straight at Kron, making it explode and shooting him inside a mini-mart.

Spider-Man was trying to get to the nearest church he could, so he could stop this monster. He knew by now they had to be about two blocks away from being at ESU. As Spider-Man was gonna find a church, he didn't notice Venom 2099 get and shoot his feet. Kron flung him backwards, then made him go forward, making him go sky high.

Spider-Man crashed inside ESU right away, he knew he had to keep trying, he couldn't die like this. He's been doing this half of his entire life, he would not die like this, not like this.

As soon as Venom 2099 appeared inside the place, he couldn't find Spider-Man at all. This made him pissed, he kept using the symbiote to search for him, but nothing worked at all.

As he was about to leave the building, he noyiced webs were on each side of him. The only words he could say were, "Shit."

Spider-Man let go of the webs around him, which made him crash into Venom 2099. They smashed right threw the entire wall of the building. Spider-Man and Venom 2099 tumbled outside for a moment until they both finally stopped.

**BUILDING ABOVE THEM:**

Miguel O'Hara didn't feel good at all, he finally woke up about five minutes ago, but couldn't move that good. When he actually had the strength to be able to, he saw something that would never happen to him again, he was in the Heroic Age again.

"What the hell? How the shock did I get here?"

He heard a weird noise under him towards the ground. He looked below to see Spider-Man, pretty much beaten to death by Venom 2099?

"What, that's impossible, I can't let him do this." Miguel said in shock.

He tried to get up, but his chest was burning, it felt like someone impaled him in the chest. He couldn't breath that good either, he was also curious on why he was in his costume.

Down below, he saw Venom 2099 apparently kicking Spider-Man over and over again. Spider-Man 2099 finally gathered up the strength to get up. He tried to blast two webs at Venom 2099, but it seemed he knew he was there. He grabbed both of spider-Man 2099's web with his bare hands and threw him off the building across the street, making him crash onto the side of the building. Spider-Man then kicked venom 2099 in the face, making him fly into the sky. Spider-Man then webbed up an entire car, spun it in circles for a moment, and then released it, making it crash straight at Venom 2099. When Kron landed back onto the ground, something weird happened to him, little spores were spreading everywhere around him. They were crawling on the ground going up to people, Spider-Man was wondering, what the hell is going on, I remember this happening to me years ago, but not this?

Venom 2099 couldn't control himself, he just kept shooting spores out of him by the minute. Spider-Man then was about to stop him, only to see a whole group of symbiote infected citizens rampaging everywhere. As Kron was about to get away, Spider-Man 2099 tackled him. They both crashed onto an pickup truck. Venom 2099 grabbede Miguel by his feet and smashed him onto the hood of the car. Venom 2099 kept trying to punch Spider-man in the face, but he kept on moving his head. Venom 2099 noticed that oil was starting to squirt out. Spider-Man 2099 then realized what was going to happen, the car was gonna explode.

One second after he knew what was about to happen, the car suddenly exploded in the air. Kron and Miguel flew into the air for a moment, and then crashed into the ground. The Venom suit was starting to burn a little, Kron was starting to peeved off, he was then saying, "What the hell? Why the fuck are cars always exploding in my damn face?"

Kron' suit then was starting to shoot more spores, when Spider-Man 2099 was about to leap at him, the suit spreaded open and shot about eleven symbiote spores at Spider-Man 2099, making part of the alien bond with him. As Spider-Man 2099 was confused, Kron decided to make an run for it. Spider-Man was barely watching on what was happening because he was fighting tons of symbiote monsters. Spider-Man did an uppercut on one of the monsters, making him fall onto the ground knocked out. Spider-Man kicked an other one in the chest, making him crash into two other ones. As Spider-Man was fighting for his life, a whole group of muscular symbiotes, about twelve jumped straight at Spider-Man. All of them piled up on him, making him unable to get up. While Spider-Man was having trouble, Spider-Man 2099's costume was changing, His eye design, the red skull and the stripes on the side of his shoulders turned white while the rest turned black. Miguel was shocked to find himself in the black suit for a moment. He was curious on how to know what and how to work the living alien life form on him. He then noticed for the first time that Spider-Man was getting crushed to death. He didn't mean to, but a tendril shot out of him, making most of the symbiote's wiped out. When all the symbiotes were gone, he walked up to Spider-Man and said, "you alright?"

Spider-Man 2099 didn't notice this, but for some odd reason, Spider-Man shot a symbiote blast at him, making him crash into a mailbox. When Spider-Man 2099 got back on his feet, he saw the black suit bonding with Peter, he knew that this was really insane, but he had to stop this now. He went up close to the infected Spider-Man, tackled him onto the ground and said, "What the hell Parker? You need to fight this god damn suit! Don't let it control you! From what I already saw, which was only eight minutes about or so was crazy. I know you would not let this happen to anyone else!"

Miguel kept pounding his fists into spider-Man, trying to make sure to this monster would get off of him. Spider-Man 2099 grabbed the infected Spider-Man and threw him into a power line, blasting the symbiote straight off of him. Spider-Man flew into the air for a moment and then landed on the ground. Most of the symbiote pretty much was destroyed, only for a tiny piece to still be alive. Miguel was about to kill it, but Spider-Man got up and said, "Don't get rid of it. I may need it, since symbiotes are roaming around the city."

Spider-Man 2099 was surprised that Spider-Man would want to keep this monstrous creature that just mind controlled him.

Spider-Man walked over to the symbiote, stook his hand out and bonded with it once again, but this time Spider-Man was in control. He went over to Miguel and said, "Didn't I see you one time, because I know I have."

"I know what your talking about, I remember that we were fighting that goblin maniac." Miguel replied.

Spider-Man looked at Spider-Man 2099's costume, which was now back to the ordinary red and blue. He then said, "Who are you? Because telling by your costume, it looks like your not from here."

Miguel stared at him under his mask and said, "My name is Miguel O'Hara. I'm the Spider-Man of 2099."

Spider-Man was confused, he then replied by saying, "Then why the hell are you here? And who the heck was that Venom thing?"

"I don't know Parker, all I remember was being attacked by the new Green goblin of 2099, and that was Venom of 2099 aka my half brother." Miguel said.

"Wow, and I thought my life was crazy. No offence."

Peter said.

None taken Parker." Miguel said back.

As the two young men were talking, a white taxi pulled up straight ahead from them and did a fish turn. Spider-Man saw that Luke Cage was driving it. He also saw that MJ was there too.

Luke Cage drove the car closer to the two heroes and said, "Spider-Man, get in the damn car now."

Spider-Man 2099 replied at Cage by saying, "Who the hell are you? And what is going on!"

Cage replied at the futuristic man by saying, "Who and what the hell are you?"

Spider-Man 2099 looked at him annoyed and said, "Look, are we leaving this place or not?"

Cage replied at him by saying, "Damn, this Spider-Man has an attitude."

Spider-Man then said, "Look Cage, let's just get the hell out of here before more of those symbiotes come."

Spider-Man took the front seat with Cage, obviously because even for two minutes already Miguel and Luke are enemies. Miguel took the backseat with Mary Jane, who remember him perfectly.

As they were in the car, Spider-Man asked Cage where they were going.

Luke then said, "Well spandex boy, were going to the Avenger tower to use as a safety location."

Spider-Man 2099 then went into the conversation and said, "Oh yeah, they used that building to create the first Alchemax building!"

Spider-Man, Cage and Mary Jane turned around at him confused. Cage replied back at him by saying, "Is it you or one of those symbiotes doing shit to your brain?"

"Would you just shut the hell up? I wasn't talking to you!" spider-Man 2099 replied angrily.

Cage glared at Miguel for a second and then looked on where the street was. As Spider-Man was staring out the window, he saw that people in vans with S.H.E.I.L.D agents were getting transported to the same place too. Everyone went quiet for a moment, only for an symbiote to jump straight at the window of the car, it smashed right through the window less than a minute. Spider-Man 2099 shot two webs, which made the monster stuck, but then Cage jump slammed him out the window, making him crash onto the streets. Cage started to look unhappily, because now the symbiotes were getting stronger by the minute. He, Miguel, MJ and Peter saw the S.H.E.I.L.D guards taking the people out one of the trucks while the others were going to the Avengers. Cage pulled up to one of the commanding officers and said, "What the hell are you doing? You have to go with all the other cars. The S.H.E.I.L.D guard looked back at him. Cage knew this wasn't right. He then pulled away backwards a little. MJ was curious, so she then said, "Cage, What are we doing?

"You'll see." Cage said as he went forward, hitting the guard into the pickup truck. They all saw that goop was going off around guard. When all the guards saw what happened, about three of them surrounded the car. Cage Peter and Miguel got out the car as fast as they could. Cage slammed his fist into ones jaw while Miguel kicked two in the face. Spider-Man in the meantime was webbing up the car so none could break in. as soon as the three symbiotes were defeated, Spider-Man saw the uninfected S.H.E.I.L.D about to keep driving. As Cage, Peter and Miguel were going back to the car, Peter and Miguel suddenly fell to the ground. Something weird was going on, they kept seeing a bright light, while no one else saw anything at all. Soon everything was clear, they kept on thinking if they were going to die, but they didn't, but instead they shut their eyes. A couple of minutes later, they both opened their eyes to see the car not next to them, Not even Luke and MJ were there either. Peter and Miguel got up and walked around for an moment. They saw gigantic skyscrapers they were about a million floors. They saw futuristic buildings broken in half, blood all over them and symbiote webs going from some buildings to others. They knew something wasn't right though. They suddenly saw symbiotes jumping out from everywhere. They looked a little the same, but looked entirely different, some looked like Electro symbiotes, while others looked like anti Venom and Venom 2099. Spider-Man saw that they both were completely surrounded by them. They knew right now that this was gonna be a real pain in the ass.

**TO BE CONTINUED.**


	2. MY DREAM CAME TRUE

Peter was starting to having beads of sweat rolling down his forehead while the blood from his battle with Venom 2099 was starting to dry from under his mask, he was freaked out though, he had no idea barely what was going on except the fact he was in the future, at the same exact moment, Miguel felt as if he was about to piss in his suit, he knew he was back home, but there were two problems, Spider-Man was with him and symbiotes have taken over his home.

Spider-Man and his new partner for the future were now surrounded by ton's of symbiotes, they both knew they probably couldn't survive but what Peter always remembered was that with great power comes great responsibility. He then leapt into the air, shot two webs out and yanked about four of them into the air. He then went back onto the ground and slammed them onto it like a hammer. While Peter was beating them, Miguel shot two tendrils from his hands, due to the symbiote on him now, and hit about nine people or so. He then shot one who was flying up, pulled him over to him and repeatedly kept beating him. The symbiote then for some reason was detaching from the person, revealing nothing but a deceased man with drained, skinny corpse. Miguel was shocked by this and said, "Parker, I guess that little invasion that happens in your time infects the future, which means it never ended."

Peter was annoyed and then replied back at him by saying, "I can kinda already tell that."

Miguel looked at Peter with just grim look and said back, "Look Parker, I was just telling you that when these symbiote's stay onto a human for to long, it kills them pretty much."

Spider-Man jus shook his head and said, "Look O'Hara, I know all this crap already. You don't have to all this stuff that's new to you."

Both Spider-Men then shot a web into the air and swung around the apocalyptic Nueva York City, to see dark webs spinning from building to building.

They then saw a gigantic hive taking up Times Square, and they decided to go over to it. It took them a couple minutes to get there, but when they finally got there, they saw people, burning cars and broken objects everywhere, they then saw muscular symbiotes emerging from what looked as if it was a gigantic hive. They saw symbiotes grabbing people and throwing them in. Peter and Miguel decided that they would need to go undercover if they were to put an end to this, They then crawled onto a wall to see groups of symbiotes eating people, ripping their skin and sucked their bones. Spider-Man 2099 made a fist out of anger and said, "That's it, I will destroy all of them to get back to my real home."

He then shot two webs at one of the muscular symbiotes, jumped off the wall and flipped the monster from the ground and into one of the main buildings in Times Square.

Caption(Spider-Man): Great, just great. Since O'Hara broke are cover, that means-

Spider-Man was interrupted by a man with white metal wings, had a white metal mask protecting his forehead and the far sides of his face, but it still showed his face, which had a mixture of Venom's and Venom 2099 face, with the fangs and the white eyes, it was one of the most scariest things he's ever seen. He had these white spikes on his hands to impale upon his victims, But everything else after that was blackish blue. The monster with wings flew at Spider-Man and crashed him through one of the buildings. He and the monster flew straight out of the building a second later, the monster then grabbed his shoulders and threw him into the pavement. The monster then flew down right on top of him and slammed his fist into Spider-Man's face. Spider-Man really didn't want to do this, but he turned the black suit on, making the symbiote goo crawl over his entire body, revealing the bright white spider symbol and the large white eyes. He then controlled the symbiote and shot a tendril straight from his chest, making him blasted into the air. He then shot four tendrils at all his limbs and yanked at them hard and said, "What the hell are you?"

The monster replied in dark, heavy voice by saying, "I remember you, you beat the crap out my other. You really don't remember me?" The monstrous then screamed in glory.

At the same exact moment, Spider-Man 2099 was done fighting the symbiotes, but his mask and suit were all torn up. He turned on his black suit and was watching Spider-Man trap the monster, Miguel realized right away on who this man was, he was the leader of the fearsome freaker gang and was possibly one of his greatest enemies, Spider-Man 2099 then shot two webs, at his stomach, went back and flew at him like a torpedo, he then tackled him into the ground. He punched the monster once in the face and said, "Vulture. I may hate you, but what the hell is going on?"

Vulture 2099 reacted at him by shooting a tendril from his hand and flew him into the air. Spider-Man followed him as fast as he could, but he just realized if he's done this once before, he could do it again. When he got closer to him, he shot three web-balls at him and kicked him in the face. Miguel then cracked his fist into Vulture's face and said, "Come on you piece of crap, try and control yourself and get the hell out of this thing."

He then noticed Vulture letting go of him, Miguel then shot a web on one building and stayed onto it, watching one of his worst enemies face his personal demons. He then saw the symbiote detaching from his face, revealing him bleeding everywhere in pain. The symbiote then was just drooping off of him. All three of them saw the symbiote fall down in the air, only for Miguel to web it up and say, "If we go into your time for some bizarre reason, we could go into one of the labs and check the symbiote readings so we can know how powerful and how to destroy them."

Peter was listening to this for a moment, he then thought about it for a second and then said, "That's not a bad idea, but I think we should go back into my time so this could never possibly happen."

Miguel replied back at him by saying, "Not a bad idea, but first we need to find a time machine or wait for that white thing to take us back."

They then turned back to see Vulture 2099 tired, he knew that this was different world now, so the fact of him being bad could still be possible. Both Spider-Men shot a couple webs at him to keep him from falling. They then both carried him with their full strength up the top of the building, they then laid him onto the rooftop. The man who was so tired looked at both of them and said, "Spider-Men, thanks for helping me get out of that beast."

Spider-Man 2099 go an annoyed look all of a sudden and said, "It still doesn't change one damn thig between us."

Spider-Man then heard a noise, he saw an rusted, beaten S.H.E.I.L.D Helicarrier fly towards them. He saw people jump out of it and hold a their guns at them. The commander walked out in front to reveal himself, Spider-Man 2099 knew well on who he was while Spider-Man remembered seeing him once when he got trapped in 2099. Miguel looked at him surprised and said, "Gabe? Is it really you?"

The man looked confused at him and said, "How do you know what my name is? I know I'm famous for leading the rebels into battle, but no one in the world really knows me.

Spider-Man 2099 then took his mask off, revealing him to be none other than Miguel O'Hara himself. Gabe was surprised to see his own brother was alive, he knew this couldn't be real, because earlier in the year, an explosion happened, which seemingly killed him. He then ran up to his brother and hugged him. They then let go a minute later, Spider-Man then replied at Gabe and said, "What the heck is going on for the one thousandth time?"

Gabe was confused and then said, "Miguel, who's he?"

Spider-Man replied at his question by saying, "I'm Spider-Man.

Gabe looked at him annoyed and said, "Look, I understand people who take on the mantle, Spider-Girl did, her little brother did, and then this other man who was unknown to everyone, until Miguel O'Hara, the Spider-Man of today."

Peter then decided, what the hell and took off his mask, revealing a bruised, bloody, beaten Peter Parker. Gabe was surprised at this, he turned around at Miguel and said, "How is he here Miguel, and tell me the truth."

Miguel answered quickly at him by saying, "Look, I have no idea what's going on, all I know is that Kron has something to do with this."

Gabe shook his head and then said, "I'm not surprised, but if someone caused this entire situation, it would have to be someone else, he's to stupid for something like that."

Spider-Man then noticed Vulture 2099 getting up, he then went over to him and said, "Hey, where are you going?"

Vulture 2099 stood up to him and said, "I'm going to help my remaining people who aren't taken over by these monsters."

Spider-Man then said, "Look, you need to stay here. Your very badly injured, I've known over the time you have an symbiote, it take's away your life from you slowly."

I will help my people if it's the last thing I'll do, I won't let some puny Spider-Man from the past tell me what to do." Vulture said angrily as he then spit in Peter's face.

Peter then looked at him in a glum look and said, "Look Vulture guy from the future, I'm sorry I have to do this."

Do what? Vulture said who was disoriented.

Spider-Man then lifted his fist and cracked his knuckle at Vulture's face, making him fall to the ground quickly.

Gabe, Miguel and all the other people turned around to see Peter and a unconscious Vulture.

Miguel looked at him questionably and said, "Why the hell did you punch him in the face?"

Peter turned around at him and said, "Look O'Hara, he wouldn't let us take him to safety, so I did the next best thing, not letting him leave."

Miguel just turned away in annoyance and said, "Look Gabe, let's all of us try and get the heck out of here before more of the symbiotes come and-

Miguel was interrupted by a man who saw eight symbiotes and screamed, "Oh my shocken god, more symbiotes."

They all turned to see a red and black, gigantic symbiote, with roundish eyes like Spider-Man and had a tongue like Venom and teeth like Carnage leading all of them. Spider-Man knew right away who this was, he then yelled at the monster and said, Pat, what are you doing here?"

Toxin was walking towards them slowly, Peter, Miguel and Gabe knew something wasn't right about him.

Peter still looked at him and said, "Pat?"

Toxin then screamed and charged at him, he morphed his entire hand into an axe and swung at him. Spider-Man ducked, then flew at him and kicked him in the face. Toxin then grabbed Peter and threw him onto the Helicarrier.

Gabe turned towards his group for a moment and said, "Look, start the Helicarrier now, I have an idea."

Some people ran to Vulture and took him inside while the others were getting to safety inside.

He then looked at Miguel and said, "Come on bro, let's get onto the ship quick." They then ran to where Gabe and his crew came out of and shut the door behind him so no one could break in or get out. Miguel saw people holding special guns that looked like they shot sound waves and flamethrowers. They wore all those special blue S.H.E.I.L.D suits that people wore during the original Spider-Man's time. Gabe and Miguel ran into the control room to see advanced technology everywhere. Miguel was confused for a moment and then said, "Where'd you get all this stuff?"

"Look Miguel, this invasion's only happening in New York, the man behind this put a barrier around this so no one could escape."

Then how did you get all this stuff?" Miguel said still confused.

As Gabe was turning on the Helicarrier, he then said, "I managed to be to sneak half the people out of Neuva York with the help of the Morlocks, but I also was able to go in there and take some tech from other states along the way and took them back to use as weapons for these blood thirsty monsters."

**OUTSDIDE:**

Peter and Toxin knew the ship was starting to go in the sky, but continued to fight. Toxin morphed his fit into an hammer and whack Peter with it, making him fly across the Helicarrier and almost off the edge. Peter then shot out a tendril at Toxin and made him fly off the cliff. Peter knew this wasn't right. He could've not had defeated him that easy. He then ran over the to the end to see if he lived, only for to her an noise come up right behind him. He turned behind to see Toxin with a monstrous look, he then shot a tendril at him and made Peter trapped. He then looked at him for a moment and then dropped him a second later. He started to be in pain, he fell onto the floor on his knees and said, "Spider-Man, help me please."

He saw in Toxin's eyes he was in agony and couldn't barely move. He went closer towards him and said, "What are you doing here?"

Toxin looked like he was suffering, he spoke weakly and said, "Spider-Man, help now. I'm being mind controlled, I can't do anything to stop it. The man who did this was -

He was interrupted by a sudden shock started hurting him. He then was even getting more muscular then he was before. His white eyes then turned black a little. He then screamed, "I'll kill you Spider-Man if it's the last thing I'll do.

**FLASHBACK, ALCHEMAX:**

Sloane and Osborn teleported Stone back to there, but he also capture none other than Patrick Mulligan. Venom 2099 dropped him onto the floor before saying what do you want him for?"

Sloane started smiling before hooking him up to a table and implanted a chip into his brain.

**LATER, ALCHEMAX:**

Toxin was unable to control himself, so Sloane locked him in a cell and was talking to Norman.

Norman asked him what did he put in Mulligan's head.

Sloane replied at him by saying, "Let's just say that even now I pity this man."

**NOW, HELICARIER:**

Toxin ran at Spider-Man and was about to stab him, only for that weird feeling he had about two hours ago, he fell onto the ground in pain an suddenly disappeared, while Miguel got the same sudden felling and started fading away too.

**DAY ONE: NEW YORK CITY, TODAY:**

Peter and Miguel suddenly appeared back into the Heroic Age, only for them to figure out a second later they were about ten thousand feet in the air. They were zooming down with the speed of light, they could barely be able to breath that good since the fact their masks were in 2099. They then were thinking one thing, they were totally dead now.

**TO BE CONTINUED IN PART THREE, GOING DOWNTOWN.**


	3. GOING DOWNTOWN

**CHAPTER THREE: GOING DOWNTOWN**

**DAY ONE, NEW YORK CITY, ELEVEN FOURTY EIGHT A.M.:**

Peter Parker aka Spider-Man and Miguel O'Hara aka Spider-Man 2099 were falling apparently to their doom. They both knew they wouldn't be able to web something, because nothing wasn't in the air. Not even an nearby airplane was by them. Miguel knew he would for sure be able to glide to safety, but Peter wouldn't been able to survive this long. Miguel the spreaded his arms and flew in the sky, he then shot two webs at Spider-Man's back so he would be able to live. They flew down towards the streets to see the vehicle they were in just recently with cage and MJ was there. Miguel then let go of Peter, who shot a web onto a building and swung towards the car.

When Cage and MJ saw them, he then looked at both of them and said, "Where the hell did you two go? We've been looking for you for two hours straight."

Peter looked at him confused and said, "Has it been that long? I didn't notice that."

Cage glared at him and said, "Where did you two go?"

Spider-Man 2099 got so annoyed by Cage, he grabbed him out the car and slammed him onto a brick wall. Peter and MJ tried to stop them, but Miguel slammed his fist into Cages face, making him spit a little blood. Cage then grabbed Miguel's face and smashed it into his knee, making him feel pain and dizziness. Cage was about to step out his head, only for Spider-Man to automatically spray web fluid into his face and said, "Enough!"

Miguel then got a moment later, and then sat back down into the car. He knew he needed and wanted his mask back, so no one except for these three knew who he was. Peter took the backseat with Miguel while MJ took shotgun and Cage drove once again.

While they were in the car, Peter and Miguel were talking to each other quietly, so no one, including MJ couldn't hear.

Peter whispered to Miguel, "So O'Hara, I know what we need to do, we need to get me, Stark, Richards and you working on a weapon."

"What's that?" Miguel whispered back."

"We need a weapon that can shoot sonic vibrations so it can get rid of the symbiotes." Peter said.

"Look, I know who we can get, I've heard of her records from the future, but what stinks is tat she's somewhere in the city." Miguel said.

Peter was thinking of how they could possibly get there without no interruptions, because the New York was totally infected, but only some of the New Yorkers were infected.

**AVENGERS TOWERS, TWENTY MINUTES LATER:**

When Peter, Miguel, MJ and Luke got there, they saw a gigantic grid up surrounding the entire place like last time when this happened. Peter knew they would be able to get through, so he looked at Luke and said, "Cage, you can go through the field, it won't hurt us at all."

Cage stared at him curiously and them said, "How the hell do me and MJ know, for both of us, that shit on you can be mind controlling both of you."

Peter stood at him with a dark, grim look and said, "Look Cage. I'm sick of your crap. Because if you piss me off anymore I'm getting the hell out of here."

Cage and Peter got out the car, bqack off a little and stared at each other.

Cage then smirked at him and said, "Do you think I care, you've annoyed me ever since the day we've met, with all your smart ass comments and that crap. You were nothing but an irresponsible little boy who wear's spandex. I bet if you've never have gotten bitten by that spider, you would of amounted to nothing, mostly like the rest of your family. Plus, your weak compared to other heroes."

Peter then had a tear going down his cheek, while leaving Miguel in shock, MJ feeling anger towards Luke and Cage himself smirking, but it pretty much said he was fed up.

Peter shut his eyes, with one tear hitting the ground before the black suit was engulfing him, it then last had it making Peter's black mask go over him.

When the symbiote finished, it showed those emotionless white eyes and the black mask. He then stared at Cage and in a deeper tone, "I will kill you, you bastard."

He then ran at him and shot a symbiotic spike at him, which Cage captured not so easily. Cage then tried to punch Symbiote Spider-Man, but he grabbed his fist when he was about to start moving it and pulled him up in the air and whacked him onto the ground. Cage then tackled black Spidey onto a car and tried to punch him, but out of no where a tendril came out of him and repulsed him into the sky. Black Spidey then shot a web at him before he fell onto the ground and smashed him onto a wall. He right a way leapt onto the wall and grabbed Luke's neck and was slowly choking him the death. He then saw this wouldn't work, since his Adamantuim skin would not let him go in, so he then did another solution. He shot an entire load of gunk at him, which trapped him of course. Black Spidey then repulsed a gigantic tendril from his entire chest, making him go across the entire street and onto a cliff to the ocean, which was only like two feet away from him. Black Spidey then went over there to kill him,, but was interrupted by Miguel, who got out the car, went towards him and then said, "Peter, stop now. Don't let the symbiote control you again. Remember, With Great Power Comes Great Responsibility."

Symbiote Spider-Man's mask peeled away, to reveal the entire head, he went over to Miguel and said, "What responsibility? There's no need for one anyways. Besides, I've already got power."

He then kicked Miguel in the chest, which surprisingly smashed him into the car, which made he accidentally flipped upside down. He went back to what he was doing, killing Cage. He walked towards the giant athletic man who was hanging for his life and then said, "Who's the weak one now Cage? Who?"

He then was about to punch his head into the ocean so he could drown, but was disturbed by being grabbed into the air and thrown onto the ground. Black Spidey then flipped back up and none other than Jessica Jones, a super heroine who he's recently inspired her to become one again. She had a tear going down her cheek before saying, "Spider-Man, stop what your doing now. I know your mad at him, but this isn't you. You would never do this to anyone."

Peter then out of no where morphed his hand into an axe shaped weapon before saying, "You wanna bet?

As he was about to lash out on Jones and Cage, Iron Man, The Thing, Invisible Woman, Dr. Doom, the Avengers academy and Henry Pym were surrounding him.

Iron Man spoke up at him and said, "Peter, stop this now. We don't want to hurt you. You just need us to give you a serum to control yourself in the meantime."

Peter gave him a glare and said, "Sorry Stark, but I won't let you destroy my plans."

Peter then slammed his fist, causing a mini tidal wave go across the ground. It made a wave which hit all the heroes, making them hit the ground. Black Spidey then pointed his finger at Tony and said, "Stay away."

He then grabbed Jessica and threw her where the other heroes were and went closer to Cage. He was about to say something else before MJ got out of the car and said "Your not Peter Parker."

She then ran at him, but Peter just smacked her in the face, making her hit the ground. Peter was in sudden shock and finally snapped out of it. He saw Miguel, MJ and Luke in pain. He saw the other heroes on the ground injured. And most importantly, he hit his own best friend.

MJ then had tears coming out of her eyes and had a little blood from her nose. She was crying and sniffling while saying, "Who are you?"

Peter then looked at his suit for a moment and then said, "I-I don't know."

He then shot a web into the air and swung away into a rain and lightning storm, which began a few seconds ago. Miguel then got up suddenly, went over to Mary Jane and said, "MJ, I'm gonna go after him and save him."

He then followed right behind by shooting a web without Peter knowing.

**CEMETERY, TWENTY SEVEINUTES AWAY, NOW:**

Peter Parker aka Spider-Man was on his knees staring at the graves Richard Parker, his dad. Mary Parker, his mom and last but not least his Uncle Ben, the one who was a father to him. He knew that the only people now he could talk to were the dead, so he just kept being in the same exact spot and said, "Mom, dad, Uncle Ben. Life's been tough lately, I know your not alive and your watching over me, but I needed someone to talk to who wouldn't argue of hit me."

Rain was pouring everywhere, including on Peter, he then made his mask cover his face again, and continued saying, "Without you guys, life's been a hell. I don't know anything no more. My girlfriend Carlie is out there wondering what the heck is going on, symbiotes are rampaging throughout the streets of Manhattan, getting their revenge and there's one last problem, Miguel aka Spider-Man 2099, from that exact year is here in this time."

He then he got up and said, "You know what guys? That was good to get off my chest, I really needed to talk to someone who wouldn't have urked me."

As Peter was talking to his family, a noise from the ground was coming, he then stopped talking, looked around for a moment and said, "Who's there?"

Peter saw an man wearing a trench coat, with a fedora hat and gloves, he walked close up to Peter and said, "Hey Parker."

Peter recognized who it was, he then slammed his fist into the man's face and said, "Brock, what the hell are you doing here?"

Brock, got off the ground, looked at him and said, "My symbiote knew your location, and I need to see who it was, but why are you wearing an symbiote?"

Spider-Man stared at him and said, "that's none of your business Brock, now leave."

**NEARBY, AT THE MOMENT:**

Caption(Spider-Man 2099): Damn Parker. Where'd you go?

Miguel O'Hara aka Spider-Man was annoyed at the moment, first of all, he's trapped in the heroic age, second, He can't find Peter Parker and third, this time travel was hurting his head. He saw a church with an cemetery, he saw two men, one with a trench coat and the other in a Spidey black suit. As he was about to confront them both, he was tackled by someone from the sky, he then slammed straight into the ground. He tried getting up, but an unknown force kept him down. Miguel O'Hara saw the man who had a yellow big circular eyes, he had a green body suit and had purple wings. He had these purple spike shaped things going up on his face. Miguel was thinking that this wasn't anyone he knew or has herd of in the future, he then kicked the man into the air and did the last thing he doesn't do usually. Trying to get the heck away from him. The man then jumped into the air and flew in the air after him. Miguel was swinging around a building trying to shoot web shots at him, but the man went through all of them and smashed him right threw the wall of the building. When they both landed, Miguel saw an group of people, one man then screamed, "Oh crap, it's the Beetle."

They then ran for their lives while Spider-Man 2099 hopped onto the ceiling and said, "The Beetle? I think I've heard of you. But what does a maniac like you would want with me?"

Beetle pointed at him and said, "I watched the news this morning, I know this is your fault that Venom like creature is doing this, and for that, I will kill you."

Beetle then smashed his fist through the ceiling, only for Miguel to leap off the spot he Beetle was aiming for and said, "Toodle loo."

Miguel then ran out the hole Beetle and him made and shot webs over it, so symbiotes c2ouldn't break in. Beetle then crashed through the ceiling and said, "Spider-Man, I gonna kill you."

He then flew into the sky and saw Miguel going towards an cemetery, he saw two people talking. He then decided he would eliminate all three of them.

**CEMETERY:** Miguel O'Hara saw two people fighting, he then kicked the man with trench coat and said, "Who the hell are you?"

Eddie saw a man in a blue and red suit, he then morphed into his Anti-Venom form and said, "I will kill you for interfering."

Anti-Venom then grabbed Spider-Man 2099 and threw him inside the church. Anti-Venom was about to then jump into the church and finish him off. Only for Beetle to lift him into the air very high, and dropped him into the ground. Beetle then stared at Spider-Man and said, "Spider-Man, are you associated with these two?"

Spider-Man saw Anti-Venom get up and star at him, only for Peter to say, "muscular white and black isn't a friend of mine, so no."

As Beetle was about to eliminate Anti-Venom, Eddie said, "Wait a minute, Spider-Man, do you remember my new powers?"

"You mean the one where it made Gargan, when he was Venom at the time, weak?" Spider-Man said.

"Bingo." Anti-Venom said back.

Spider-Man then thought about it for a second before saying, "Wait a minute, maybe your powers and me, Richard, Stark, Pym and Dooms brain can figure out how we can send your power out like a sound wave to transform the symbiotes back into humans."

Miguel O'Hara then got out and kicked Beetle in the face. He then grabbed onto him and said, "What do you want? I thought I kicked your but four minutes ago."

Beetle then was about to attack, only for Anti-Venom and Miguel to shoot tendrils at him, he then was stuck in the air. Beetle was then able then to say, "Wait a minute Spider-Man, I can help."

"How so." Spider-Man said curiously.

"I'm an engineer, I can help build the device. I mean I've built my own collection of costumes with advanced technology." Beetle said.

Spider-Man, Anti-Venom and Spider-Man 2099 were thinking about it for an second, Peter then said, "Let him down Brock, he can help."

As then all four of them were about to leave, Spider-Man, Spider-Man 2099 and Anti-Venoms suits were all tingling. They knew they could sense symbiotes coming, wanting to control them, but they couldn't find where they were coming from. They saw it raining like nuts now, telling them something was bad, very bad. Beetle then said, "Okay heroes, lets leave this place quick before- He was interrupted by symbiotes coming from everywhere. They saw muscular black ones, infected Shield agents and just plain ones, normal sized, human shaped symbiotes came out but had different colors which were like Lasher and, Carnage, Scream and Agony. At least forty were now surrounding them. They knew one thing they had to do, run.

Anti-Venom the shot dozens of tendrils at about nine, which took the symbiote out of their symbiote and turned them back into humans. Spider-Man grabbed two and slammed their heads together, making them both go unconscious. Spider-Man 2099 activated his symbiote for one of the first times, he then shot tentacle out of his left hand and swiped five of them into the air. Spider-Man then grabbed three and webbed them on the ground while Beetle tackled the other two into the Church. The two symbiotes then swiped their fingers at him, but Beetle smashed them both into the ground hard. The leader of the group, who was very muscular and was greenish blue rammed into Spider-Man, Spider-Man 2099 and Anti-Venom, making them hit the ground. Beetle then tried to fly up so he could wham right into the monster, but the symbiote shot his foot and pulled him close to him. He then shot an spore onto Beetle. Spider-Man then tackled the symbiote from behind and started beating him senseless until the symbiote would get off. A couple seconds later, the symbiote slid off of the human, revealing the man to be knocked out while the symbiote was dead. Spider-Man then laid onto the floor tired while Spider-Man 2099 and Anti-Venom walked over to Beetle.

Spider-Man 2099 saw him on his knees and his head covered down, he then said, " Hey, uh Beetle. Are you okay?"

Beetle then turned around, to reveal him to have white eyes instead of yellow, the green on his suit turned white while the purple turned black. Except from that, his entire design still had the same look. He then grew long fingernails and said, "Spider-Men will die!"

He then kicked Spider-Man 2099 in the face and flew out the Church. Anti-Venom tried to get him, but Symbiote Beetle slammed him into the ground with his feet before saying in a deep voice, "Come and get me!."

He then jumped high into the air and flied away. Spider-Man then shot a web and said, "When you two are ready, find me and help me capture Beetle, he can help us big time if we turn him back."

He then ran for a minute and shot a web into the air, he was determined to get New York back to the way it was, and that was an promise. He swung through the sky, seeing the clouds all gloomy and gray, thunder noises were blasting throughout the sky, while for some odd reason there was still lightning and rain coming.

He was sprinting on the side of the building, but couldn't find Beetle at all. He wouldn't give up though, because he recently made an promise that no one will die, and eventually that symbiote will take Beetle's life and leave nothing more than a drained corpse. He knew he had great power, which would help during this invasion of time, but his responsibility now was to save everyone while he still could. And he promised that.

He then finally saw a flying figure in the sky, who was none other than Beetle, he was holding a person into the sky, Spider-Man couldn't see who it was, but a moment later he could tell the person was an female. He kept on swinging closer and closer to see who it was. Symbiote Beetle then saw him and flew closer, he then stared right at him and said happily, "So you actually followed! Good Parker, because I'll have fun today."

Beetle flew closer to Spider-Man, to show it was Carlie, his girlfriend.

Spider-Man eyes widened , even the eye pieces showed it. He then stared at him and said, "Beetle! Give her back to me now!"

Symbiote Beetle then said very calmly, "Fine, come and get her."

He then dropped her, making her fall to her death. Spider-Man didn't want to make the same exact mistake he did with Gwen, so he then flew down after her, went under her and caught her in his hands.

He then shot swung to a building where he saw a group of civilians on top of an building with guns, he then landed on top of it and said, "Can you take her somewhere safe please?"

He then put her onto the rooftop ground gently before taking off.

He swung around the buildings for an moment before knowing something wasn't right, on the same exact building he put Carlie on, twenty floors below Symbiote Beetle crashed through the glass windows and flew into Spider-Man. They both then flew down towards into the ground. They were zooming towards an taxi. When they both laid impact, the car right away exploded. Spider-Man then flipped backwards onto the street. He saw a fire going off, he then screamed, "Jenkins!"

He saw him laying on the ground injured. Spider-Man ran towards him, only for a tendril to come out of Symbiote Beetle and made Spider-Man crash into an building. He then flew over to him and said, "Don't you get it Parker! That weak man is dead, he got destroyed ever since the Church, now there's only Symbiote Beetle!"

Spider-Man then said, "How do you know who I am?"

"Because at this exact moment your symbiote and mine are communicating, telling us thoughts and bios. Knowing right away on who each other are." Symbiote Beetle said.

Spider-Man then pointed at him and said, "I will defeat you and turn you back if it's the last thing I'll do!"

He then shot a web at Symbiote Beetle and kicked him straight into the ground.

Symbiote Beetle stared at him and said, "You want to play like that? Fine!"

He then grabbed Spider-Man and pulled him across the city. Spider-Man tried to break free from his grip, but wasn't able to. Symbiote Beetle then brought him all the way to the Empire State Building, which had those blue lights on. He then trapped him onto the top, where it has that large spike on top. He tied his hands around it, and shot impact webbing at him, making him fully covered. Symbiote Beetle Was slamming his fist into Spider-Man's face, he knew this hurt him so bad, but Symbiote Beetle was enjoying this. Beetle then stared at Spider-Man and said, "I will bring this entire world down!"

**TO BE CONTINUED.**


	4. THE SYMBIOTES STRIKE BACK

**THIS CHAPTER WILL BE IN MIGUEL'S PERSPECTIVE BECAUSE I FELT I HAVEN'T SHOWN MORE OF HIM. AND I WILL UPDATE ON MY STORIES, AND THAT'S A PROMISE.**

**NEUVA YORK, 2099:**

Walker Sloan smirked at the sight of Neuva York in both times being corrupted. Soon he would rule the world in both times, and all would obey them, the only thing that were in his way were the two Spider-Men. He knew they would be threats to his plans, so he needed to act fast. He already had Toxin, he had Venom 2099, but he knew he would need one more person, one that could possibly eliminate both Spider-Men.

Sloan then looked towards Kron, who then said, "When can I get Miguel, I want to crush him to pieces and then eat his heart out."

Sloan put his hand in his face and said, "Yes Stone, you and Toxin will finish off both of them. Toxin, come here now."

Toxin climbed on the side of a wall towards Sloan and said, "I will do as you wish master."

Sloan grinned and said, "Good. Good. Now go off. I need to make some repairments to the portal."

Norman looked at him enraged and said, "No. I'm killing Spider-Man, he's my enemy. I'm not letting that pet of yours kill him."

Sloan rolled his eyes at this and replied, "Alright, I'll let you tag along with the two."

Norman glared at Sloan before putting on his Goblin armor and walked into the portal along with Toxin and Venom 2099.

Sloan sighed and said, "If my plan fails, I make sure next time I can get someone I'll be able to overpower."

**NEW YORK CITY, 2:39 A.M:**

Miguel O'Hara:

Come on Parker, where are you? I really don't got time for this considering the fact Kron's around here, the City is being overpopulated with symbiotes and humans need saving everywhere! Oh shock!

Miguel turned to see a symbiote carrying a person into a symbiote pod like thing. He acted quickly by swinging over. Once he got to them, he shot a web at the symbiote and flung into him, making him drop the person. Miguel then kicked the symbiote and shot a web at the person, saving them.

Miguel grabbed ahold of the person and swung her to safety. Miguel then said, "Go to the Avengers tower quick!"

The person reacted by running. Miguel then shot a web and continued swinging. As Miguel was swinging in the air, he saw a familiar red and blue figure tied up to the Empire State building along with a flying figure.

**EMPIRE STATE BUILDING:**

Peter Parker, I'm going to kill you and Miguel, you won't stop me." Symbiote Beetle said.

Peter right away tried to pull away from the symbiote gunk, but just couldn't do it. He then replied, "I won't let you win!"

Symbiote Beetle smirked and said back, "I already have, the leader will rule after you and Miguel die."

Beetle morphed his entire hand into a dagger. As he was about to kill Peter, Miguel came flying in and kicked Symbiote Beetle off balance, making him fly into a building. Miguel landed onto the building and said, "Man, there you are, at least I found alive."

Peter then replied, "It takes more than a kidnapping to kill me Miguel, let's just get out of here before- 2099! Watch out!"

Miguel turned to see Symbiote Beetle coming at him. He wasn't able to react quick enough, which resulted with Symbiote Beetle slamming into him!

As Miguel fell off the building and towards the ground, Peter was finally able to tear out of the webs. He then was thinking, "Great, just great. Me and Miguel need to end this quick before more symbiotes come."

Peter hopped off the roof to see Miguel and symbiote Beetle taking the battle closer and closer to the streets. Symbiote Beetle and Miguel beated on each other rapidly as they flew closer and closer to the ground. Symbiote Beetle slashed into Miguel, and he returned the hit by shooting a tendril around Symbiote Beetle's neck, making them crash onto the ground.

As Miguel slowly got up, Peter went towards him and said, "Are you alright?"

Miguel slowy replied, "I'll...Be fine. Lets just get out here before he get's back up."

As Peter and Miguel were about to leave, Symbiote Beetle rised from the ground and fired his symbiotic weaponry, it bounced right onto both Peter and Miguel, making them fall onto the ground in pain. Symbiote Beetle then said, "I won't lose to you two, I won't."

Symbiote Beetle then flew into the air and was about to fire again, only for a pumpkin bomb to be thrown at him, making him fall onto the ground.

Peter and miguel looked confused, wondering what just happened, they looked around but were confused. For a couple seconds they heard nothing, but then their symbiotes' felt another in their presnence. As Peter and Miguel slowly moved around, Toxin came out of no where and tackled Miguel!

Peter was about to help, only for to be attacked from the back and to be captured by none other than the Green Goblin! Venom 2099 then appeared on the scene and walked over to Symbiote Beetle, he then absorbed his symbiote, making him only human again.

Peter elbowed Goblin in the face and then shot a web at him, he then smashed him into the side of the building. Goblin then screamed, "Hello Spider-Man, nice to see you again!"

Once Peter heard the voice, he immediatley reconized it, he then said slowly, "Osborn."

Norman cackled and said, "Oh Spider-Man, how I've longed to see you again!"

Peter swung at him while screaming, "I don't know what role you play in this, but I won't let you win!"

As Peter was fighting Norman, Miguel was at the edge of his life at the mercy at both Toxin and Venom 2099. Toxin held him to the ground as Venom 2099 morphed his hands into axes, he then screamed, "Goodbye, bloodbrother!"

As Venom 2099 was about to finish him off, Anti-Venom appeared out of no where and screamed, "Your the disease I've been smelling from a mile away!"

Venom 2099 turned his attention to Anti-Venom, who shot tentacles into Venom 2099, burning the symbiote partially. As Venom 2099 then screamed, Miguel grabbed ahold of Toxin's arms and threw him into a car, which exploded on him.

Miguel slowly got up, put his fists up and said, "Toxin! I'm going to help you! The easy way, or the hard way!"

Toxin slowly got up, rubbing his head. He looked at Miguel with his emotionaless eyes and ran at him, Miguel then kicked him straight into the face and shot webbing at him. He then ran at Toxin and slammed his fist into his face over and over. As Miguel was about to knock him out, a tendril from Toxin grabbed him and slammed him onto the ground. Miguel tried to get off of him, but the symbiote was too powerful. He then thought of another idea, he shot a tendril at Toxin's neck, making air going away from him slowly. Toxin then quickly threw him into the air to get oxygen into him again. Miguel then fell onto the ground, he then scratched his head while Toxin was catching air.

Venom 2099 punched Anti-Venom in the chest, making him lose ahold of him and making him crash into Miguel. As Peter was fighting the Goblin, Venom 2099 shot a tendril at his leg and slammed him into the ground next to Eddie and Miguel.

As all three slowly got up, all three cornered them on all ends, making them unable to get out. Peter, Miguel and Anti-Venom all cracked their fists as the Goblin laughed and Venom and Toxin made inhuman roars.

Peter, Miguel and Anti-Venom all stood back to back as they prepared to fight for their lives.


	5. THE TANGO

Spider-Man made the first hit. He shot webbing at Green Goblin, he then jumped forward and crashed into him. Spider-Man 2099 ran at Toxin and kicked him straight in the face, making him crash into a window. Anti-Venom and Venom 2099 both charged at each other. they then caught tackled one another and spinned around.

Spider-Man and Norman went up higher and higher by the second as each pulled a punch. Spider-Man grabbed both of Green Goblin's wings and steered it to go towards the ground. As they both were going down and kept doing 360 spins, Norman grabbed Spider-Man by the shoulders and tossed him off, making him still fall while Norman was slowly regaining control. Spider-Man then shot a web at him and yanked him down along with him.

As both Spider-Man and the Goblin fought, Spider-Man 2099 and Toxin both fought on the streets, where suddenly more symbiote's started to come. Spider-Man 2099 shot tendrils from his hands and whipped Toxin with them, only for him to capture two and kick straight into his chest. Spider-Man 2099 fell to the ground as then Toxin grabbed him by the neck, trying to strangle him. He tried as hard as he could, but all the symbiote's around him held him to the ground. making him trapped onto the ground. As both Spider-Man and Anti-Venom tried to help him, both of their enemies blocked them from reaching him.

As Miguel was slolwy losing life. Beetle laid on the ground, weak and tired. Still, he raised his arm and shot it at Toxin, making the symbiote burn critically. Toxin's symbiote slowly sizzled and rendered him weak, making Spider-Man 2099 able to breath and give him a better chance at fighting the symbiote's.

When Venom 2099 saw this, he shot a tentacle out at Beetle and caught him, he then started to squeeze him to death. As Venom 2099 was now distracted, Anti-Venom screamed, "I will cure you!"

Anti-Venom shot tiny tendrils from each of his fingers and shot them into Venom 2099, making him drop Beetle while also his symbiote slowly burned. Venom 2099 screamed in pain and said, "Stay away from me! Now!"

Venom 2099 shifted his fist into a wrecking ball and slammed it straight into Anti-Venom's face, making him crash onto the ground. As Anti-Venom was about to get up and attack Venom 2099, Spider-Man 2099 tackled onto Venom 2099's back and said, "Hey Half-Brother, why don't we do some mutual family time?"

Venom 2099 smiled at this and replied, "I couldn't agree anymore Spidey!"

They both slammed straight into the same building where Spider-Man stood in a defensive position against the wall not to high above. Green Goblin quickly grabbed a pumpkin bomb and tossed it at Peter, who suddenly hopped out of harms way. Once the bomb made contact with the building, it immediately started to collapse. Spider-Man opened his eyes and suddenly screamed, "Miguel!"

**2099, ALCHEMAX:**

As the heroes and villains fought in the present day, Walker Sloan watched what was going on through the time machine, he saw the building burst down over Spider-Man 2099 and Venom 2099. He held his hands together behind his back, he then smirked. As Sloan watched through the machine, a voice came and said, "Hello Mr. Sloan, can I go out and play with Spider-Man now, I want to make friends now, and if he doesn't, then I'll just have to kill him!"

Sloan turned towards him and saw a figure. He had a gigantic black spider on his chest. On his face he had red eyes and white webbing, though the rest was black. On his body excluding the spider, the color was blood red. The hands were dark black while the feet were also. He also wore a tattered cape with a web design on it.

He then replied, "Don't worry Flipside, you'll get your chance, but first I'd like to see how this goes out."

**PRESENT DAY NEW YORK:**

Spider-Man 2099 saw that the building both him and Kron were in was starting to break down, he saw falling debris heading down both him and his half-Brother. Kron slithered along with the symbiote away from the building, but as he was leaving he slowly said, "Goodbye Miguel, I'll miss torturing you."

As Kron then left he heard Peter yell out his name. And as he saw more and more debris come down, he webzipped onto a falling piece and kept going higher and higher until so he couldn't be crushed.

Outside, Peter looked in shock as Kron reanimated his body into human shape. He then made a sad face and said, "Aw. Now I only get to eat one Spider."

Toxin slowly emerged from the ground, he rubbed his head and said, "Uhh...What's going on?"

He then remembered everything and looked at Venom 2099, who walking towards Spider-Man to finish him off while Gobby was fighting Anti-Venom.

Peter tried to shoot a tentacle at Kron, only for him to grab it and place it into his chest, he then screamed, "I believe this is mine, and once I'm done, I'll kill eat your brains!

Spider-Man fell to the ground in pain as Kron slowly absorbed the symbiote into him. He tried to get away, but it was liked he was tied to him in a unbreakable knot. Already was Peter's symbiote starting to dissolve into Kron, he smiled as Peter couldn't move and was weak at the moment.

As Peter was minutes close to death, Miguel came out of no where and landed right on Venom 2099, making him crash into the ground, making him seemingly unconcious.

Toxin walked towards both Peter and Miguel and said, "Spider-Man, what's going on? What's happening?"

"Look Pat, I don't know how to say this, but an invasion is going on, symbiote's are taking over people all over New York!"

Toxin looked at both Spider-Men confused for a second, but decided to ignore at replied, "Is there any teams doing any good against them? I want to help."

Spider-Man was about to say something, but Spider-Man 2099 interrupted him and said, "Try and go to the Avengers tower, you can try and work with them against these things."

Toxin then replied, "Thanks Spider-Fake."

He than swung away, leaving Spider-Man, Spider-Man 2099, Venom 2099, Anti-Venom and Green Goblin to themselves.

As Peter and Miguel were in relief, now that Toxin was on their side, they heard an explosion erupt on the ground, making it crack up and almost shatter. They saw Anti-Venom having trouble deal with Osborn himself. Peter then whispered something to Miguel, and in a couple seconds later, he nodded to him.

Miguel shot a web onto Peter and swung him around three times in a circle and let go of the web after, making him fly with full speed at Norman. Peter then raised his fists and slammed both of his fists at Osborn, making blood shoot from his mouth before making him fall to the ground.

As Peter got back onto the ground in relief, now that they could rest for a second, they heard a large noise. Peter and Miguel quickly turned to see that Kron was now suddenly gone. Then then heard Goblin's moaning for a second, but then he suddenly teleported. Peter and Miguel were confused for a second, but in a couple seconds they both realized that Goblin and Venom 2099 had the same problem as them, they couldn't control on when to stay in either time.

As they now figured it out, they both fell to the ground in pain, now knowing that they were going through time once again.

**2099:**

Peter and Miguel were both on their knees as they both arrived in 2099. They saw that that it was still the same as last time, just nothing but a quiet ghost town.

Peter and Miguel both got up uneasily and saw that there was no symbiotes nearby, all there was were rusted cars parked on the streets and fires burning in some areas. They walked slowly past shattered glass, dirt and more. Peter stopped walking when he noticed something familiar to him by a car.

He saw it was rusted and covered in dirt, but he recognized it anywhere, it was Iron man's helmet. He looked surprised for a moment. Miguel noticed it too and said, "Whoa, if all those things took out Iron man, then they must be getting more and more powerful."

Peter sighed by hearing this and placed the helmet back onto the ground. They then continued walking until they saw the tallest building in Neuva York, Alchemax.

When Miguel saw the name, he cracked his fists and said, "Peter, I know they have something to do with this, but I don't know who is exactly behind this."

Peter activated the barely alive symbiote onto him , altering ihis costume from red and blue to black and white. He then replied, "Well, at least we know where we need to go next, right Miguel?"

Migue sighed and said, "Yeah Peter. Yeah."

Peter and Miguel both shot a web and swung towards the building.

Caption (Miguel): Man, why does it have to be every single time the world is in a crisis, Alchemax has to be involved? Why? I swear, what's next?

As they got closer and closer to the building, they noticed an air duct right on the side of it. Miguel and Peter both landed on the side of the building, Miguel then said, "Peter, help me tear the cover off."

Peter and Miguel both used their combined strength and attempted to tear the cover off. After a few tries, they managed to get the cover off and crawled inside. They immediately started to crawl once they got in, but both got confused after the vents leaded in all different directions.

There was a left, middle and right vent. Peter petty much was clueless in which to go into, but Miguel obviously knew an went into the right one, with Peter following behind him. As they were in the vents, something slammed into it.

Peter and Miguel got shocked by this, they both coughed for a moment, Peter then said, "So let me guess, they know were here?"

Miguel rolled his eyes under from under his mask and was about to reply, but suddenly something caught onto the duct and pulled it down, making them go down with it.

Both of their visions were hazy for a couple seconds. They slowly got up to see a figure standing before him. Miguel immediately recognized him and said, "Flipside, not you again."

Flipside looked at him with an angered look and said, "You."

Spider-Man slowly said, "Please don't tell me this is a clone, I really do not want to go through another one of these again."

Peter and Miguel both put up their fists and both said, "Great, how many will we have to fight in one day? I mean seriously!"

Instead of Flipside trying to attack them, he ran in the opposite direction and screamed, "Try and get me!"

Peter shook his head and said to him, "Is he serious?"

Miguel replied, "Please Parker, he's like Deadpool, except more naive."

Peter shot a web and then said, "Then this will be fun."

Peter the chased after Flipside, with Miguel right behind him.

**I WANTED TO ADD MORE 2099 CHARACTER'S TO THE MIX, I ALSO WANT YOU GUYS TO DECIDE WHAT VILLAINS OR HEROES WOULD YOU LIKE TO SEE INFECTED. **


	6. SEEYA ON THE FLIPSIDE

Both Peter and Miguel ran through the halls of Alchemax. Flipside laughed at this and continued running.

As both Peter and Miguel were chasing him, Peter said, "Man, this guy is one nut job."

Miguel replied, "You can say that again."

Miguel and Peter both shot a webline and continued following Flipside. As they chased him, when they walked into a room, suddenly lasers appeared. As they stopped, they saw Flipside at the end of the hall waving at them before he ran into another room.

As Peter and Miguel both knew now they were stuck in the room. Miguel spotted an air duct and said, "Parker, come on! I know where all these lead to!"

Miguel and Peter both grabbed openning to the vent and tore it off within seconds. Peter then crawled in with Miguel following behind him. As they crawled, they saw strips of symbiote gunk covering on the vents. Miguel replied to this, "Man, that's disgusting."

As they crawled in there for a while, Peter then said, "So how's life in 2099, not the infected one."

Miguel answered by saying, "Alright I guess. How's your life in the heroic age?"

Peter looked at him confused and replied, "Uh...What do you mean?"

MIguel shook his head and then said, "Nevermind, let's just find Flipside and get some answers from him."

Peter then said, "Alright Mike."

Miguel stopped crawling, turned his head and replied, "Don't call me that."

As the two wall crawlers went on in the vent, Not so many floors above, Walker Sloan looked up and said, "Damn it, both of those Spider-Men are on their way, let's hope Flipside will end up exterminating them."

Sloan had beads of sweat on his forehead, he quickly wiped it while Venom 2099 was complaining not so far away, "I will kill Miguel, I will rip his flesh and eat his brains!"

Osborn had blood dripping from his nose, but it didn't stop him from saying, "I'm the one who'll kill Spider-Man, I will."

Sloan looked at the two for a second, he then thought, "Great, those two are cleary going through mental madness, and so Flipside, but he has both the powers of Spider-Man and Venom, so he can probably destroy them."

**NEW YORK:**

New York was in one of it's darkest hours. Blood, fear, rage and violence spread through the streets and buildings. As all the heroes fought for New York, even the villains decided to pitch in.

Captain America swung his mighty shield through the symbiotes. He kicked through two as he cracked his fist into one's face. As the star spangled hero fought, a sort a vortex opened out of no where, and out came symbiote's from 2099!

As Captain America didn't notice the vortex, the symbiote's all tackled him to the ground. He tried with all his might to break free, but suddenly the symbiote's shot gunk from their chest's onto Captain America. He screamed in pain as it covered his body head to toe.

Iron man shot repulser blast's from his chest at the symbiote's. The blast's were so powerful the symbiote's dissolved off their host's, making them human again. Iron man was about to recharge another repulser blast, only for a symbiote to slash at him, making his suit go haywire. As symbiote's started to surround him, he quickly flew into the air and tried to get out of the area, only for the suit to crash onto a building.

Thor smashed his hammer onto the ground and said, "All creatures of Midgard, be gone!"

As the symbiote's mindlessly jumped and ran at him, he slammed his hammer into the ground, making an earth quake happen. He slammed his hammer at the berserk symbiote's coming towards him.

Hawkeye put an acid arrow into his bow, pulled it back and shot it off at a symbiote, making the symbiote immediately disolve off the host within seconds. SHIELD trucks and choppers pulled in seconds and unloaded agents, who wore blue armor. Hawkeye ran to non symbiote infected person and grabbed them, he then took the person to the truck and said, "Make sure you get back to the base safely."

Ms. Marvel used all her power against the symbiote's. She jumped into the air and then slammed her fist into the ground, causing them all to fall back. She ran up to one symbiote and plunged her hand into it's mouth, she then forcefully tore the person from the symbiote.

Kitty Pryde fought for her life. She kicked and punched through all the symbiote's. Two ran a her from both sides, she quickly spread her hands out and pulled them out of the symbiote's.

Hulk rampaged everywhere around New York city. He smashed his fists and ran through all of them. He grabbed one of them and smashed them straight into a building, making it automatically collapse into pieces.

Both Toxin and Anti-Venom ran through the symbiote's. Toxin grabbed one and smashed it through a brick wall, knocking it unconscious. Anti- Venom shot little tentacles from his hand and shot into one symbiote and screamed, "Don't worry, I will clean you from this parasite!"

Another vortex opened, but this time they weren't symbiote's, but instead heroes from 2099! The X-Men 2099, Ravage, Doom 2099 and other's came out and attacked all the other symbiote's. They kicked through and helped the heroes from the Heroic Age.

**2099, ALCHEMAX:**

Peter and Miguel were now out of the vent's. They saw a group of symbiote's running at them. As Peter and Miguel were running at them, about to strike, some of the symbiote's suddenly disappeared, leaving only two. Peter was confused by this, but kicked the two of them in the face. Peter then looked at Miguel and said, "Miguel, do you know what's going on?"

"Parker, can't tell you now, we need to find Flipside now!" Miguel screamed at him.

Peter then replied, "Alright! Yeesh!"

Peter and Miguel then shot a web and continued swinging on. They both went through a door and found Flipside. Miguel made the first attack by swinging towards him and grabbed him by the head, he then flipped him foreward and made him crash through a wall. Flipside got out and said, "Oooh, I'm gonna get ya!"

Flipside ran over towards Peter and tried to attack him, but Peter instead raised his fist and smashed him into the air. Flipside surprisingly shot webbing and both Peter and Miguel and knock them into each other.

Peter and Miguel slowly got up and saw Flipside jumping down a big square opening. Miguel quickly ran after him and said, "Oh no you don't!"

Miguel flipped foreward and then spread his hands, making him fly safely down. Peter got up right after Miguel jumped and said sarcastically, "Great, this is gonna be fun."

Peter then jumped off and followed the two down, he saw that the fall looked longer than the one him and Miguel had earlier, and he meant way farther. He saw it was like a square because there were wall's on each side front to back and side to side.

As now the three were falling, Peter realized that he couldn't glide like Miguel, he then thought, "Uh oh."

Miguel went down at extreme speed. He was bent on getting Flipside. He knew he was a lunatic, but he needed answers quick, he already knew that time itself keeps on altering by the second. When Miguel got close enough, he shot webbing at Flipside, which made him turn around, he then kicked him in the chest and started to pumble on him. Miguel punched him straight in the face, which made him say, "Oww! That wasn't really nice!"

Miguel ignored Flipside's complaining and continued on hitting him. Peter, who was almost up to them was thinking, "This is insane, I'm now falling, but instead of being scared for my life, I think this is pretty fun!"

As Peter got closer and closer, Flipside finally gained the strength and slammed his fist into Miguel's face, knocking him unconcious. Flipside then kicked him off of him and said, "Bye bye, I hope you enjoy the ride! Next!"

Peter quickly shot a web onto Miguel and said, "Wonderful, I'm falling down with a childish but lethal foe and I have to protect Miguel from falling to his death."

When Flipside saw Peter grab Miguel, he made an angry face and said, "Hey! Those aren't the rules for the ride! Your now banned! Goodbye."

Flipside then shifted his hand into an axe and slashed the webbing holding Miguel, making him once again fall unprotected. Peter attempted to try and get Miguel, but Flipside grabbed him and screamed, "I said you need to play by the rules! God, I mean it's that simple!"

Peter looked at him enraged and grabbed him by the neck. As they were both falling, Peter made the force stronger, shifting them in different directions by the second.

Peter slammed him into one of the wall's and said, "Your going to stay here while I go get- Peter was interrupted by Flipside, who then kicked him off and said, "Game over. Now it's time to tell the Boss! Yippee!"

As Flipside was about to leave, Peter shot webbing onto his leg and yanked back, making him fall with Peter.

Peter grabbed onto Flipside and said, "I'm going to make you pay for that Flipside, now I want answers!"

Flipside looked at him sadly and replied, "You hurt my feelings, I thought you were going to die! It's not fair!"

Peter then said, "Man, you one of a kind, aren't you?"

Flipside then said, "Yes I am my friend. Yes I am."

Flipside then got an advantage and kicked Spider-Man in the back, he then grasped his neck and said, "That's it, I'm going to kill you! We would make an great team though, don't you think? The handsome, incredible Flipside and his sidekick? How does that sound?"

Peter was loosing air and couldn't respond, he tried to take Flipside's hand's off of him but wasn't able to manage it. Flipside squeezed his hand's tighter and tighter around Peter's neck and screamed, "Answer me now you meanie!"

As both Flipside and Peter fell, and with him losing life, Miguel suddenly popped out of no where and tackled him off of Peter and slided onto the wall. Peter quickly looked at him surprised and said, "Miguel? How did you live?"

Miguel then screamed, "Kind of busy right now Parker, fighting for my life at the moment, you know."

Peter quickly shot tentacles at both Miguel and Flipside and said, "Miguel, we need to fight him somewhere he doesn't have an advantage against us! Where does this thing lead to?"

Miguel looked at Peter as he and him both grasped Flipside by the arms and replied, "It'll take us from here to the machinery room, and then if we continue on, the incinertator!"

Peter looked at Miguel surprised, as they were not paying attention, Flipside quickly flipped them off and made them fall down together.

**MOMENTS LATER:**

Peter and Miguel both moaned in pain as they found themselves laying on the ground with Flipside standing over them. He looked at them both and said, "Man, you guys wouldn't have to deal with this if you guy's just let me kill you! I mean come on!"

Peter and Miguel both got up and slammed their fist's into Flipside's stomach, making him fly onto a converior belt. Peter and Miguel quickly hopped on as Flipside got up and said, "Ooh, now I'm mad, your all getting a timeout!"

Flipside's body began to change, it's designs all looked the same, but the figure turned into Venom's. Flipside looked at them a with angry look and shot tendril's and tentacle's out. Miguel then said, "Oh shock! I forgot he could do that!"

Peter looked at him with an annoyed look under his black suit and said, "Really, you just remember this now!"

Miguel looked at him and said, "Oh, I'm sorry, but are you going to complain about this now, or are you going to help me take down Flipside?"

Peter responded by slamming his fist across Flipside's face. He then screamed, "Hey, that wasn't nice! I will kill you all!"

As the converiorbelt moved them closer and closer, Flipside shot tendrils and tentacles from him and lashed at Peter and Miguel, but even if Peter didn't have his spider-sense and Miguel never had any, they managed to dodge all the attacks and both slam Flipside to the ground.

Peter and Miguel saw that the converior belt that would take them into the incinerator wasn't to far away, but they ignored that right now and focused on Flipside. Peter looked at him angerly under his black suit and said, "Who's behind this Flipside?"

Flipside laughed and said, "I will kill you Spider-Man, just let go and we can start the fun!"

Miguel then slammed his fist into Flipside's face and said, "Who is behind this!"

Flipside continued laughing and said, "I will never tell you! Ha ha ha!"

Miguel loosened his grip on Flipside and shot webbing onto him. Peter then looked at him confused and said, "Miguel? What are we doing?"

He looked at Peter and said, "Let's go, he'll survive this, it won't even hurt him, but'll keep him distracted."

Peter and Miguel both hopped off the converior belt, leaving Flipside to himself, who was laughing at the moment.

Peter and Miguel continued to run as suddenly they were surrounded by robots and symbiote's. Peter then made a joke and said, "Oh shock!"

Miguel looked at him in a funny way for a second, he then did a 360 kick and smashed his foot through the robots while the symbiote's got knocked back. Peter quickly ran up to one symbiote, lifted it and tossed it into another, causing them to be knocked out. Peter saw more and more symbiote's crawling towards them through the ceiling. As they were about to fight, something weird happened, a vortex opened and out walked a man both familiar to both Peter and Miguel.

He stood tall, he had a white star on his chest, but it was all squiggly. His face was blue and he had white eyes. There was goo everywhere covering his entire body. His boot's and glove's were red, but tiny tentacle's were coming out. Last but not least he held a shield, it had a gigantic star on it and had red and blue everywhere else. The creature hissed at them and said, "Spider-Men!"

Peter looked at him surprised and screamed, "Steve, come on man, snap out of it!"

Symbiote Captain America flung his shield at Spider-Man, who got slammed straight across the face, making him fall onto the ground unconscious. Miguel then looked at him and said, "Oh shock!"

**NEXT: SPIDER-MAN 2099 VS. SYMBIOTE CAPTAIN AMERICA**


End file.
